NATIONAL RESEARCH CORP — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL RESEARCH CORP (NRCI)
CIK: 0000070487
Period of Report: 2012-01-05

Reporting Person: Hays Michael D. (Director, CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-05	Employee Stock Option (right to buy)	$38.35	A	4983	Acquired	2022-01-05	Common Stock (4983)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4659636	Direct
Common Stock	250	Indirect
Common Stock	25	Indirect
Common Stock	50	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$16.1	2014-01-05	Common Stock (18298)	18298	Direct
Employee Stock Option (right to buy)	$17.25	2016-01-05	Common Stock (11078)	11078	Direct
Employee Stock Option (right to buy)	$22.87	2017-01-05	Common Stock (8356)	8356	Direct
Employee Stock Option (right to buy)	$26.5	2018-01-04	Common Stock (7211)	7211	Direct
Employee Stock Option (right to buy)	$28.51	2019-01-05	Common Stock (6703)	6703	Direct
Employee Stock Option (right to buy)	$21.65	2020-01-05	Common Stock (8827)	8827	Direct
Employee Stock Option (right to buy)	$32.31	2021-01-05	Common Stock (5915)	5915	Direct

Footnotes

F1: The reporting person disclaims beneficial ownership of these shares.

F2: This option became fully exercisable on January 5, 2009.

F3: This option became fully exercisable on January 5, 2011.

F4: This option became fully exercisable on January 5, 2012.

F5: This option becomes fully exercisable on January 4, 2013.

F6: This option becomes fully exercisable on January 5, 2014.

F7: This option becomes fully exercisable on January 5, 2015.

F8: This option becomes fully exercisable on January 5, 2016.

F9: This option becomes fully exercisable on January 5, 2017.